exv10w1



 





Exhibit 10.1




Monarch Pointe Fund, Ltd.

Mercator Momentum Fund, LP

Mercator Momentum Fund III, LP

c/o M.A.G. Capital, LLC

555 South Flower Street, Suite 4200

Los Angeles, California 90071




Camden International

Longview Fund

Longview Equity Fund

Longview International Equity Fund

c/o 600 Montgomery Street, 44th Floor

San Francisco, CA 94111




Asset Managers International Limited

c/o Pentagon Capital Management, Plc

88 Baker Street

London W1U 6TQ




Ocean Park Advisors, LLC

5710 Crescent Park East, Suite 334

Playa Vista, CA 90094




March 20, 2006




Ladies and Gentlemen:




     Reference is hereby made to (i) the Subscription Agreement dated December 6, 2005, by and
among Diametrics Medical, Inc., a Minnesota corporation (the “Company”) and the Purchasers named
therein (the “Subscription Agreement”), (ii) the Convertible Secured Promissory Note of the Company
dated December 6, 2005 (the “Monarch Note”), in the principal amount of $375,000, issued to Monarch
Pointe Fund, Ltd. (“Monarch”), and (iii) the Convertible Secured Promissory Note of the Company
dated December 6, 2005 (the “AMIL Note” and, together with the Monarch Note, the “Notes”), in the
principal amount of $375,000, issued to Asset Managers International Limited (“AMIL”). Capitalized
terms used but not otherwise defined herein shall have the respective meanings assigned to such
terms in the Subscription Agreement or the Notes, as applicable.



     Section 9(a) of the Subscription Agreement provides, among other things, that the Company
shall prepare and file a registration statement with the SEC within 120 days from the Closing Date,
covering the shares of Company Common Stock issuable thereunder. Section 10 of the Subscription
Agreement provides that, if the Company fails to file a registration statement within the specified
time period, the Company shall pay certain of the Purchasers, collectively, $200 per day that such
filing is late. The parties recognize that, notwithstanding the Company’s commercially reasonable
efforts, a registration statement will not be filed with the SEC within the specified time period.



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Upon the agreement of each Purchaser, Section 9(a) of the Subscription Agreement shall hereby be
amended such that the deadline for filing a registration statement shall be September 6,
2006. Furthermore, the Purchasers, and each of them, hereby waive any payments that would
otherwise be due under Section 10 of the Agreement. Other than as expressly set forth herein, the
Notes shall remain in full force and effect in accordance with their terms.




     Section 8.1 of the Notes provides, among other things, that the Company shall use commercially
reasonable efforts to prepare and file a registration statement with the SEC within 120 days of the
date of the Notes, covering the shares of Company Common Stock issuable under the Notes, and
further that the Company will use commercially reasonable efforts to cause such registration
statement to be declared effective within 210 days of the date of the Notes. The parties recognize
that, notwithstanding the Company’s commercially reasonable efforts, a registration statement will
not be filed with the SEC or declared effective within the specified time periods. Upon the
agreement of each of Monarch and AMIL, Section 8.1 of each of the Notes shall hereby be amended
such that the deadline for filing a registration statement shall be September 6, 2006 and
the deadline for such registration to be declared effective shall be December 6, 2006.
Other than as expressly set forth herein, the Notes shall remain in full force and effect in
accordance with their terms.



     Please indicate your agreement with the foregoing by signing a copy of this letter and
returning by facsimile to the Company at (310) 745-0855, attention: Heng Chuk, Chief Financial
Officer.



	 	 	 	 	 
	 

	 	Diametrics Medical, Inc.	 	 
	 
	 	 	 	 
	 

	 	/s/	 	 
	 

	 	 

Heng Chuk
	 	 
	 

	 	Chief Financial Officer & Secretary	 	 






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AGREED AND ACCEPTED AS OF

THE DATE INDICATED ABOVE:




	 	 	 	 	 	 	 	 	 
	Monarch Pointe Fund, Ltd.	 	 	 	Mercator Momentum Fund, LP
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/
	 	 	 	By:
	 	/s/
	Name:

	 	 

H. Harry Aharonian
	 	 
	 	Name:
	 	 
 H.
Harry Aharonian
	Its:

	 	Portfolio Manager
	 	 	 	Its:
	 	Portfolio Manager
	 
	 	 	 	 	 	 	 	 
	Mercator Momentum Fund III, LP	 	 	 	M.A.G. Capital, LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/
	 	 	 	By:
	 	/s/
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	H. Harry Aharonian
	 	 	 	Name:
	 	H. Harry Aharonian
	Its:

	 	Portfolio Manager
	 	 	 	Its:
	 	Portfolio Manager
	 
	 	 	 	 	 	 	 	 
	Ocean Park Advisors, LLC	 	 	 	Camden International
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/
	 	 	 	By:
	 	/s/
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	W. Bruce Comer, III
	 	 	 	Name:
	 	Deirdre M. McCoy
	Its:

	 	CEO
	 	 	 	Its:
	 	Director
	 
	 	 	 	 	 	 	 	 
	Longview Fund	 	 	 	Longview Equity Fund
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/
	 	 	 	By:
	 	/s/
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	S. Michael Rudolph
	 	 	 	Name:
	 	Wayne H. Coleson
	Its:

	 	CFO – Investment Advisor
	 	 	 	Its:
	 	CEO, Investment Advisor
	 
	 	 	 	 	 	 	 	 
	Longview International Equity Fund	 	 	 	Asset Managers International Limited
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/
	 	 	 	By:
	 	/s/
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Wayne H. Coleson
	 	 	 	Name:
	 	Carolynn D. Hiron
	Its:

	 	CEO – Investment Advisor
	 	 	 	Its:
	 	Director






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